Reaches Agreement on Debt Repayment by EURO and Sale of Participation
DENVER, March 27 /CNW/ - Golden Star Resources Ltd. (AMEX: GSS) (TSX:
GSC) today announced it has entered into a Memorandum of Understanding ("MOU")
with EURO Ressources S.A. ("EURO"), the main purpose of which is to
restructure the 2004 Paul Isnard Option Agreement and provide the framework
for the repayment of the approximate $3.5 million of debt and accrued interest
owed to Golden Star. Additionally, Golden Star has granted EURO an option to
purchase the "Additional Payment Rights" attached to the Rosebel Participation
Right which was sold to EURO in 2004.
The MOU is subject to the approval of the boards of directors of both
companies and, where required, to the completion of definitive documentation.
Bruce Higson-Smith, Vice President Corporate Development, said, "We are
pleased to negotiate greater certainty for our rights in the Paul Isnard
properties, the divestment of non-core Rosebel Additional Payment Rights, and
the framework for the repayment by EURO of the outstanding debt and accrued
interest owed by it to Golden Star. The sale of non-core assets and the debt
and interest repayment could realize more than $7.5 million to Golden Star
over the next few months."
"In addition," continued Mr. Higson-Smith, "we are excited to be moving
forward with the advancement of the Paul Isnard properties in French Guiana,
the mineral potential of which is significant. Our Board of Directors has
approved approximately $2.0 million of work including the commencement of a
feasibility study in 2007 and we expect to award this project in the next few
Under the terms of the 2004 Paul Isnard Option agreement, Golden Star
could acquire 100% of the Paul Isnard properties, which incorporates eight
mining leases and a number of exploration permits in French Guiana by spending
$2.0 million and delivering a feasibility study by September 2007. In
addition, Golden Star had agreed to set off $8.5 million of long term debt
owed to Golden Star by EURO as a result of the restructuring of EURO in 2004.
The MOU that the parties negotiated allows Golden Star to exercise the
option without first completing the feasibility study and reduces the
expenditure requirement to about $1.6 million. Golden Star has, however,
covenanted to do a feasibility study within 12 months of the signing of the
MOU, or by March 2008 and, if feasible, commence commercial production within
30 months of the signing of the MOU, or about September 2009. We have also
modified the terms of the royalty so that EURO will receive 10% of the
incremental revenue from the project above a $400 per ounce gold price, for
the first 2 million ounces of future production, rather than the net smelter
royalty of about 2% previously agreed. For gold production in excess of 2
million ounces and up to a cap of 5 million ounces, the royalty will reduce to
5% of the incremental revenue above a $400 per ounce gold price.
Previous resource estimation work to NI 43-101 standards carried out by
RSG Global (now Coffey International) on the Paul Isnard properties in 2003
resulted in an unconstrained Inferred Mineral Resource of 43 million tonnes
grading 1.7 grams per tonne (g/t), assuming a cut-off grade of 1 g/t. In 2006,
RSG Global updated the resource estimate for one of the deposits on the Paul
Isnard properties. This work estimated an Inferred Mineral Resource of 10.2
million tonnes grading 1.7 g/t constrained within a $560 per ounce of gold
optimized pit, further details of which are set out in our most recent Form
ROSEBEL ADDITIONAL PARTICIPATION RIGHTS
The MOU also gives EURO the option to purchase, for $4.15 million in cash
by June 30, 2007, certain Additional Payment Rights connected with the
Participation Right that EURO holds in IAMGold's Rosebel mine. The holder of
the Additional Participation Rights is entitled to payments of $2.50 per ounce
of production from the Rosebel mine for production between 2 million and 4
million ounces and $5.00 per ounce from 4 million to 7 million ounces. The
option granted to EURO can be extended through to December 31, 2007 at a cost
of $250,000 per quarter.
In addition, the MOU sets out a framework and timeline for the repayment
by EURO of approximately $3.5 million of debt and accumulated interest that
EURO owes to Golden Star.
Golden Star holds a 90% equity interest in the Bogoso/Prestea and Wassa
open-pit gold mines in Ghana. In addition, Golden Star has an 81% interest in
the currently inactive Prestea Underground mine in Ghana, as well as gold
exploration interests elsewhere in Ghana, in other parts of West Africa and in
the Guiana Shield of South America.
Statements Regarding Forward-Looking Information: Some statements
contained in this news release are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Investors are
cautioned that forward-looking statements are inherently uncertain and involve
risks and uncertainties that could cause actual results to differ materially.
Such statements include comments regarding the $3.5 million receivable and the
Additional Payment Rights on Gross Rosebel gold production, both payable by
EURO. Factors that may cause future results or events to differ materially are
adverse changes to the financial condition of EURO, the inability or failure
of EURO to pay to Golden Star the receivable or the royalty, the failure of
the Rosebel mine to produce gold with respect to which a royalty payment is
due to EURO, the failure of IAMGold to pay royalties on Gross Rosebel
production to EURO, and the results of exploration on the Paul Isnard
properties. There can be no assurance that future developments affecting the
Company will be those anticipated by management. Please refer to the
discussion of risk factors in our Form 10-K for 2006.
Cautionary Note to US Investors Concerning Estimates of Inferred Mineral
This press release uses the term "inferred mineral resources." We advise
US investors that while this term is recognized and required by Canadian
regulations, the US Securities and Exchange Commission does not recognize it.
"Inferred mineral resources" have a great amount of uncertainty as to their
existence, and great uncertainty as to their economic and legal feasibility.
It cannot be assumed that all or any part of an inferred mineral resource will
ever be upgraded to a higher category. In accordance with Canadian rules,
estimates of inferred mineral resources cannot form the basis of feasibility
or other economic studies. US investors are cautioned not to assume that part
or all of the inferred mineral resource exists, or is economically or legally
For further information:
For further information: Golden Star Resources Ltd. Bruce Higson-Smith,
800-553-8436 Vice President Corporate Development or Anne Hite, 800-553-8436
Investor Relations Manager